ADDITIONAL TERMS

Additional Terms to Terms of Service Lean On Digital
Date of Last Revision: October 15, 2021

These Additional Terms regulate certain rights and obligations among us and a Fitness Partner who applied to become our brand ambassador (“Brand Ambassador”) in relation to the usage of the App and provision of Services by you.

These Additional Terms will enter into the force and become legally binding only if we appoint you as our Brand Ambassador. By accepting these Additional Terms, you will not have any rights or any obligations unless you become appointed Brand Ambassador by us.

We do not have any obligation or liability to appoint you as our Brand Ambassador and it is our discretionary decision.

Please read these Additional Terms carefully before accepting it. In case there are discrepancies between the Term of Service and these Additional Terms, the provisions of the Terms of Service shall apply.

Any terms defined in the Terms of Service (including the term “Terms of Service”) shall be used in these Additional Terms having the same meaning.

Hence, in case you are appointed as our Brand Ambassador, the following clauses of Terms of Services shall be ammended and shall apply to the relationship between you and us:

Article 2
Obligations of the Parties

You as the Brand Ambassador accept and agree to spread the good word about LEAN ON DIGITAL and our brand and Platform by performing activities on social medial and other public channels of communication related to the fitness industry. You shall act as an advocate for the LEAN ON DIGITAL’s brand and will help to maintain our positive image and reputation through sharing own experience with the LEAN ON DIGITAL brand. In order to reach the agreed goals, you, as the Brand Ambassador agree to:

– follow all LEAN ON DIGITAL social media accounts listed below: Facebook, Instagram, LinkedIn, YouTube, and other future LEAN ON DIGITAL accounts that are to be created;
– complete at least 3 mandatory activities per month (30 days), such as sharing the LEAN ON DIGITAL’s post on their own Instagram page and other relevant social media platforms, and share their original content that communicates about the LEAN ON DIGITAL brand;
– complete at least 15 mandatory activities per month (30 days), such as liking and commenting on LEAN ON DIGITAL posts on LEAN ON DIGITAL’s social media pages. Note: Like + comment per post counts as one activity;
– invite all your friends/followers/connections on social media to like/follow LEAN ON DIGITAL’s pages on social media platforms. Note: you should occasionally update invitations as you community grows;
– actively promote LEAN ON DIGITAL solution for fitness professionals within the fitness professionals’ community;
– build hype and deliver news regarding LEAN ON DIGITAL’s promotions, special deals, campaigns and new features on their social media pages;
– provide LEAN ON DIGITAL marketing team with all information about events and marketing opportunities for promotion of the brand. This includes but is not limited to: fitness activities/events, relevant podcast shows (ie. with sports personalities), partnership opportunities, sporting events etc.
– once per month give the LEAN ON DIGITAL product team feedback on the product and recommendations for future service upgrades;
– regularly promote our app on your social media pages and other relevant channels, at least once per month;
– regularly create new content (minimum 1 workout plan + 1 recipe book) for the app (their branded app), at least once in 3 months;
– regularly engage the users of your app by streaming live sessions at least once per month and posting blog posts at least once per month;
– Perform other promotional activities agreed with LEAN ON DIGITAL that may increase visibility of LEAN ON DIGITAL’s services and the Platform on the market and the number of the users of LEAN ON DIGITAL services and the Platform.

You confirm and guarantee to LEAN ON DIGITAL that you:

– have a strong and engaged community of at least 30k followers on your Instagram page (no purchased followers, likes, or comments);
– have and actively use Instagram account, and at least YouTube, TikTok or Twitter;
– have predominantly fitness related content on your social media accounts;
– hold a certificate and minimum 3 years of experience in your field of fitness expertise;
– are located in the USA;
– have previous experience with affiliate marketing or merchandise branding.

You confirm and agree to maintain above listed conditions, as a minimum level of the requirements necessary for the cooperation with LEAN ON DIGITAL, during the term of the cooperation.

LEAN ON DIGITAL accepts and agrees to use its Platform in order to adjust and upload App that will be licensed to you (the “Brand Ambassador’s App”) for the 2 years period and shall provide the following:

– The Brand Ambassador’s App shall be adjusted in accordance with all technical features which are offered to the App users of the Premium plan contract defined by the Terms of Service,
– The Brand Ambassador’s App can be used and downloaded on Google Play and Apple Store,
– The Brand Ambassador’s App will be equipped with Brand Ambassador’s trademark and logo, as well as possible other signs of recognition of Brand Ambassador’s brand and public image requested by Business Ambassador,
– The Brand Ambassador will have exposure on the Site and LEAN ON DIGITAL’s social media,
– Dedicated onboarding specialist to the Brand Ambassador’s App and the content administrator,
– Early access to new features,
– Free of charge Brand Ambassador’s launch campaign, in accordance with the LEAN ON DIGITAL practice,
– One special feature customization of the Brand Ambassador’s App
– 10% commission on referrals (there will be a generated referral code that will be used to track fitness professionals who sign up to LEAN ON DIGITAL as a Brand Ambassador’s referral) during the existence of cooperation with us.

By acceptance of the Additional Terms you agree as follows:

i) the App will be based on technology and functionalities developed by LEAN ON DIGITAL and presented to you prior to launching Brand Ambassadors App;
ii) you will provide necessary input on the appearance and additional functionalities of the App (for example, and without limitations, trademark/brand, design of the App, additional features agreed by the Parties, etc.).

Article 4
Monetization of Brand Ambassador’s App

You shall use the Brand Ambassador’s App to, among other, offer purchase of your fitness related services that may include, but are not limited to, video training courses, training courses in other forms and other fitness related services that may be presented and/or promoted within the Brand Ambassador’s App (“Services”).

You may use the Brand Ambassador’s App to offer purchase of Services and freely monetize use of the Services without limit for you in revenue you may have, under condition that such monetization is performed in accordance with terms of mobile operating system providers (Google Play and Apple Store).

LEAN ON DIGITAL shall not be entitled to receive any percentage of purchase of Services offered via Brand Ambassador’s App.

You shall receive the amount of purchase price for sold Services after deduction of payment gateway providers’ transaction fee (“Brand Ambassador’s Fee”). You acknowledge that amount of payment gateway providers’ transaction fee is determined by terms of those parties and that LEAN ON DIGITAL cannot in any way influence the amount of such fee.

Brand Ambassador’s Fee shall be calculated and paid to you 10 business days after the remittance of funds from payment gateway providers. LEAN ON DIGITAL doesn’t make payouts on weekends or holidays. If a payout date falls on a Saturday, we won’t start the payout until the following Monday.

You are responsible for paying all taxes, levies, duties or similar governmental assessments of any nature, including for example, value – added, sales, use of withholding taxes, assessable by and jurisdiction (“taxes”). For clarity, LEAN ON DIGITAL will be solely responsible for taxes assessed on LEAN ON DIGITAL based on its income. Also, when selling the Services, you are responsible for paying all taxes associated with purchases and transactions within the Brand Ambassador’s App. If LEAN ON DIGITAL is legally required to pay or collect any taxes on behalf of the Brand Ambassador, LEAN ON DIGITAL will invoice you for any such amount.

Article 13
Term, Termination and Suspension

You will be the Brand Ambassador for 12 months period starting from the moment of appointment by LEAN ON DIGITAL.

LEAN ON DIGITAL may terminate this Additional Terms immediately upon notice to the you in case of the material breach of the Additional Terms and if such breach was not remedied in reasonable time after you were provided with a notice on such breach by LEAN ON DIGITAL. At its sole discretion, in any case, LEAN ON DIGITAL may provide you with additional time period to remedy such material breach and in case you do not comply with such request LEAN ON DIGITAL may terminate the Additional Terms effective immediately upon notice.

LEAN ON DIGITAL may, at it sole discretion, terminate the Terms of Service in case you breach this Additional Terms.

LEAN ON DIGITAL may suspend or terminate access to and use of the Brand Ambassador’s App (or any portion thereof) at any time without notice if we believe that any activity or use of the Brand Ambassador’s App violates the Terms of Service and/or Additional Terms and LEAN ON DIGITALS’ policies, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to LEAN ON DIGITAL or any third party.

LEAN ON DIGITAL may terminate the Additional Terms in case LEAN ON DIGITAL is not able to provide Brand Ambassador with the Brand Ambassador’s App in timeframes agreed in the Terms of Service due to reasons on your side, such as: (i) you are late with providing the necessary input (for example, design features, trademark or logo, necessary content to adjust the App), (ii) you are requesting changes that significantly increase time and cost of LEAN ON DIGITAL to adjust the Brand Ambassador’s App, (iii) you are being uncooperative or act in a manner that prevents LEAN ON DIGITAL from adjusting the Brand Ambassador’s App. In any such case, prior to terminating the Additional Terms, LEAN ON DIGITAL will provide the you with notice on such behavior and provide you with reasonable to time to remedy it.

Upon termination or expiration of the Additional Terms and/or Terms of Service, you will have no rights to continue use of the Brand Ambassador’s App and will cease accessing and/or using the Brand Ambassador’s App, and licenses provided by LEAN ON DIGITAL shall cease to be valid and will be deemed as revoked. LEAN ON DIGITAL will have no obligation to maintain your Brand Ambassador’s App account or to retain or forward any data to you or any third party, except as required by applicable law. LEAN ON DIGITAL will make Brand Ambassadors’ information available to you through LEAN ON DIGITAL’s standard web services within thirty (30) days following a notice of termination.

Article 16
Limitations and Exclusions of Liability

To the maximum extent permitted by law, in no event will LEAN ON DIGITAL or LEAN ON DIGITAL Affiliates aggregate liability, collectively, for all claims arising out of or related to the business relationship with you, whether in contract, tort or otherwise, exceed the amount of $5000.00 (USD). All limitations of liability of any kind apply with respect to both LEAN ON DIGITAL and the LEAN ON DIGITAL Affiliates.

In no event will LEAN ON DIGITAL or any LEAN ON DIGITAL Affiliates have any liability for any indirect, special, incidental, consequential or punitive damages, however caused, or for any personal injury or damage to the health, lost profits, loss of use, data or opportunities, cost of data reconstruction, cost or procurement of substitute goods or services, whether in contract, tort or otherwise, arising out of, or in any way connected with the Brand Ambassador’s App, other services provided by LEAN ON DIGITAL or third party offerings, including but not limited to the use or inability to use the Brand Ambassador’s App or other services provided by LEAN ON DIGITAL, any interruption, inaccuracy, error or omission, even if LEAN ON DIGITAL or LEAN ON DIGITAL Affiliates, its licensors or subcontractors have been previously advised of the possibility of such loss or damages. LEAN ON DIGITAL shall be indemnified in full by you and held harmless in case LEAN ON DIGITAL or LEAN ON DIGITAL Affiliates were obliged to pay damages (in any form whatsoever) and any associated costs.

The foregoing exclusions or limitations may not apply to the extent prohibited by applicable law.

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